TAU.L Regulatory News (TAU)

THIS DOCUMENT IS IMPORTANT AND REQUIRES YOUR IMMEDIATE ATTENTION. If you are in any doubt about the action you should take, you should immediately consult your stockbroker, bank manager, solicitor, accountant or other financial adviser, authorised under the Financial Services and Markets Act 2000 (as amended).

This Circular is not being sent to Shareholders with registered addresses in the United States, Australia, Canada, Japan, New Zealand, the Republic of South Africa or any other Excluded Territory. Accordingly, copies of this document or any accompanying documents are not being mailed and must not be, directly or indirectly, mailed or otherwise distributed, forwarded or transmitted into any Excluded Territory and all persons receiving such documents (including, without limitation, custodians, nominees and trustees) should observe these restrictions and must not mail or otherwise distribute, forward or transmit them in, into or from any Excluded Territory.

If you have sold or otherwise transferred all of your Shares in the Company, please send this document (but not any accompanying personalised Tender Form), as soon as possible, to the purchaser or transferee or to the stockbroker, bank or other agent through whom the sale or transfer was effected for transmission to the purchaser or transferee. However, such documents should not be distributed, forwarded or transmitted in or into any Excluded Territory.

Numis Securities, which is authorised and regulated in the United Kingdom by the Financial Services Authority in the conduct of investment business, is acting for the Company in connection with the Tender Offer and no one else and will not be responsible to anyone other than the Company for providing the protections afforded to clients of Numis Securities nor for providing advice in relation to the Tender Offer or any other matter referred to herein.

TAU CAPITAL PLC

(a company incorporated under the Isle of Man Companies Act 2006with registered number 008604V)

Tender Offer by Numis Securities Limited to purchase ordinary shares of Tau Capital PLC at the Repurchase Price for an aggregate gross consideration of up to US$33,000,000

The Tender Offer will close at 1.00 p.m. on 18 February 2013 and will only be available to Shareholders (other than Excluded Shareholders) in respect of Shares held on the Record Date ("Eligible Shares"). Shareholders who hold their Shares in certificated form wishing to tender Eligible Shares for purchase under the Tender Offer should ensure that their completed Tender Form is returned by post, or by hand during normal business hours only, to the Receiving Agent, Computershare, Corporate Actions Projects, Bristol BS99 6AH, so as to be received by no later than 1.00 p.m. on 18 February 2013, together with the share certificate(s) in respect of the Eligible Shares tendered. Shareholders who hold Eligible Shares in uncertificated form (that is, in CREST) wishing to tender Eligible Shares should arrange for the Eligible Shares tendered to be transferred to escrow by no later than 1.00 p.m. on 18 February 2013, as described in Part III of this document. Shareholders who do not wish to participate in the Tender Offer do not need to return a Tender Form or send a TTE Instruction.

The Tender Offer is not being made directly or indirectly in, into, or from the United States, Australia, Canada, Japan, New Zealand, the Republic of South Africa or any other Excluded Territory. Accordingly, the Tender Offer may not be distributed or sent in, into or from (whether by the use of mails or by any means or instrumentality (including, without limitation, facsimile transmission, internet, telex and telephone) of interstate or foreign commerce, or any facility of a national securities exchange) any Excluded Territory and doing so may render invalid any purported tender. Any person (including, without limitation, as custodians, nominees and trustees) who may have a contractual or legal obligation to forward the Tender Form should read Part III of this document before taking any action.

CONTENTS

Page

EXPECTED TIMETABLE OF EVENTS

RISK FACTORS

PART I LETTER FROM THE CHAIRMAN

PART II LETTER FROM NUMIS SECURITIES

PART III TERMS AND CONDITIONS OF THE TENDER OFFER

PART IV TAXATION

PART V ADDITIONAL INFORMATION

DEFINITIONS

EXPECTED TIMETABLE OF EVENTS

2013

Note: All times are London times. Times and dates are subject to change.

If you have any questions relating to the completion and return of the Tender Form please call Computershare Investor Services PLC on 0870 707 4040 or, if calling from outside the United Kingdom, on +44 870 707 4040 from 9.00 a.m. to 5.00 p.m. (London time) on any Business Day. Calls to 0870 707 4040 are charged at approximately 8 pence per minute (including VAT) plus any applicable service providers' network extras. Calls from outside the UK are charged at applicable international rates. Different charges may apply to calls made from mobile telephones and calls may be recorded and monitored randomly for security and training purposes.

Computershare Investor Services PLC cannot provide advice on the merits of the Tender Offer nor give any financial, legal or tax advice.

RISK FACTORS

The Company considers the principal risk factors relating to the Company and the Tender Offer to include the following:

● The Tender Offer is subject to certain conditions, the non-fulfilment of which would mean that the Tender Offer could not be implemented and that the Company would have to bear the abortive costs of making the proposal of the Tender Offer.

● In order to pay the consideration to which Shareholders are entitled pursuant to valid tenders of Eligible Shares accepted by Numis Securities (and which the Company will then be obliged to repurchase from Numis Securities), the Company will use a significant amount of its available cash and other liquid funds. As a result, the implementation of the Tender Offer will significantly reduce the cash portion of the Company's portfolio.

● As a result of the Tender Offer, the number of Shares in issue will be reduced and the Company will reduce in size. As a result, the fixed costs of the Company will be spread over fewer Shares. The Company has already realised some of the Company's public equity portfolio to meet the cash requirements of the Tender Offer. As a result, the Company's portfolio and the allocation of assets between cash and investments will change after the Tender Offer.

● The value of, and the income derived from, the Shares can fluctuate and may go down as well as up and there is no guarantee that the market price of the Shares will fully reflect their underlying Net Asset Value.

● Shareholders tending Eligible Shares for sale under the Tender Offer will receive the Repurchase Price, which may be less than the price at which they bought their Shares.

● There can be no guarantee that the investment objective of the Company will be achieved or that any appreciation in the Company's assets will occur.

● The Company's past investment performance is not necessarily an indication of its future investment performance.

● Changes in economic conditions (including, for example, interest rates, rates of inflation, industry conditions and competition), political, diplomatic, social and demographic events and trends, tax laws and other factors could substantially and adversely affect the values of the Company's portfolio investments and, as a consequence, the Company's investment performance, Share price and prospects.

● Any change in the Company's tax status, or in taxation legislation or in the interpretation or application of taxation legislation, could affect the value of investments held by the Company, the Company's ability to achieve its investment objective, the ability of the Company to provide returns to Shareholders and/or to alter the post tax returns of Shareholders.

● Tender Forms and TTE Instructions, once submitted, are irrevocable. The price of the Shares and the Company's NAV may rise or fall following submission of a Tender Form or TTE Instruction. After settlement of a TTE Instruction, the Shareholder will not be able to access the Shares concerned in CREST for any transaction or for charging purposes.

PART ILETTER FROM THE CHAIRMAN

TAU CAPITAL PLC

(a company incorporated in Isle of Man under the Isle of Man Companies Act 2006with registered number 008604V)

23 January 2013

Dear Shareholders,

Tender Offer by Numis Securities Limited to purchase ordinary shares of Tau Capital PLC at the Repurchase Price for an aggregate gross consideration of up to US$33,000,000

1 Introduction

On 23 January 2013, the Company announced that it was proposing to make a second return of capital to Shareholders in line with the new investing policy adopted at the Annual General Meeting of the Company held on 24 July 2012. In accordance with this announcement, the Company is proposing the Tender Offer.

At the Annual General Meeting, the Shareholders of the Company approved, amongst other things, the re-registration of the Company as a company governed by the Isle of Man Companies Act 2006. The re-registration of the Company became effective on 25 July 2012 and, as a result, the Directors have the power (pursuant to the articles of association adopted by the Company upon re-registration) to effect a buy-back of the Company's shares subject to satisfaction of a statutory solvency test. The proposed Tender Offer follows the successful completion of an initial return of capital to Shareholders in November 2012, which involved the purchase by Numis Securities of 48,182,004 Shares for a purchase price of US$ 0.581075 per Share and the subsequent repurchase of such Shares by the Company.

A full explanation of the terms and conditions of the Tender Offer is set out in Part III of this document.

The purpose of this document is to explain the mechanics of the Tender Offer, to provide Shareholders with the terms and conditions relating to the Tender Offer, and to explain how they may tender their Shares, should they wish to do so.

This letter is not a recommendation for Shareholders to tender their Shares under the Tender Offer. Whether or not Shareholders tender their Shares will depend on, among other things, their own view of the Company's prospects and their own individual circumstances, including their tax position, on which they should seek their own independent advice.

2 Background to and reasons for the Tender Offer

At the Annual General Meeting, Shareholders approved an amendment to the Company's investing policy to implement an orderly divestment of the Company's investments. As a result, the Company's investing policy has been changed permanently so that no new investments in private equity investments will be made by the Company, no new investments in public equities will be made without the prior approval of the Board, the liquid part of the portfolio of public equities will be sold within a period of three months from the Annual General Meeting, the remainder of the portfolio of public equities will be sold within a period of three to six months, and the portfolio of private equity investments will be sold within a period of 12 to 24 months (or such later period as the Board may determine). The Board intends that the net proceeds from the realisation of the Fund's assets will be returned to Shareholders, after which the Company will be wound up.

In line with the investing policy adopted at the Annual General Meeting, an initial return of capital to Shareholders by the Company was completed in November 2012. Under the initial return of capital to Shareholders, Shareholders were given an opportunity to tender Shares for an aggregate gross consideration of US$28,289,100.32. The initial tender offer was completed in November 2012 by the purchase of 48,182,004 Shares by Numis Securities at US$ 0.581075 per Share (calculated by reference to the Net Asset Value (less the costs of such return of capital) as at 30 September 2012) and the subsequent repurchase of such Shares by the Company.

On 23 January 2013, the Company announced that a second return of capital will be made to Shareholders and this further return of capital would be in the amount of up to US$33,000,000 to be implemented by means of a tender offer.

Accordingly, the Board has resolved to distribute up to US$33,000,000 to Shareholders from the Company's cash reserves. The Board has concluded that it would be more tax efficient, and therefore in the best interests of Shareholders, for this distribution to be made by way of a tender offer. As a result, the Board will offer Shareholders the opportunity to tender Shares for an aggregate gross consideration of up to US$33,000,000, at a price to be calculated by reference to the Net Asset Value (less the costs of the Tender Offer) as at 31 January 2013 (the "Repurchase Price"). The Board expects to announce the Net Asset Value as at 31 January 2013 and the Repurchase Price on or around 11 February 2013. 

The remainder of the Company's cash reserves will be retained by the Company for on-going working capital purposes, although the Board intends to make further returns of capital to Shareholders as and when realisations from the Company's portfolio so permit.

The Directors are actively focusing on reducing the operating costs of the Company as it reduces in size as a result of the tender offers and to that end, Nicholas Paris intends to resign as a Director at the board meeting following the completion of the Tender Offer. This will then leave a Board of five Directors to manage the Company.

3 The Tender Offer

As set out in Part II of this document, Numis Securities is inviting Shareholders to tender Shares for an aggregate gross consideration of up to US$33,000,000 (the "Aggregate Gross Consideration") at the Repurchase Price. Each Shareholder shall be entitled to have Numis Securities repurchase a certain percentage of its holding of Shares (the "Basic Entitlement"). This percentage is the same as the percentage which the total number of Eligible Shares capable of being purchased under the Tender Offer represents of the entire issued share capital of the Company (rounded down to the nearest whole number of Shares). 

Shareholders will, however, be entitled to tender any percentage of their holdings for purchase under the Tender Offer (the "Excess Application Facility"), but tenders in excess of the Basic Entitlement will only be satisfied, on a pro rata basis, to the extent that other Shareholders tender less than their Basic Entitlement. Tenders will be rounded down to the nearest whole number of Shares.

The Tender Offer is subject to the Conditions set out in paragraph 2 of Part III of this document. The results of the Tender Offer are expected to be announced on or around 20 February 2013.

Accordingly:

·; Shareholders (other than Excluded Shareholders) are invited to tender any or all of their Shares by returning a Tender Form specifying the number of Shares that they are prepared to tender to Numis Securities for purchase. If the Shares are held through CREST Shareholders (other than Excluded Shareholders) should submit the relevant TTE Instruction instead.

·; Each Shareholder shall be entitled to have Numis Securities repurchase the Basic Entitlement.

·; Tendering Shareholders will bear the costs of the Tender Offer through the application of the Tender Discount. The Tender Discount, which is currently estimated at 0.6%, will be equal to the Tender Costs as a percentage of the Aggregate Gross Consideration.

·; The Repurchase Price will be an amount equal to the NAV per Share as at 31 January 2013 less the Tender Discount. 

·; The maximum aggregate number of Shares the subject of the Tender Offer will be a number equal to the Aggregate Gross Consideration divided by the Repurchase Price, rounded down to the nearest whole number of Shares.

·; By way of example, if (i) the Repurchase Price had been calculated as at 31 January 2013 (being the last practicable date prior to the publication of this document in respect of which the NAV per Share has been published), (ii) the costs of the Tender Offer were US$198,000 and (iii) the Tender Offer was taken up in full:

o the Aggregate Gross Consideration would have been US$33,000,000;

o the Maximum Tender would have been 61,111,111 Shares (being US$33,000,000 divided by the unaudited NAV per Share of US$0.54, rounded down to the nearest whole share);

o the Basic Entitlement would have been 36.07% (being the Maximum Tender divided by the issued Share capital of 169,426,460);

o the Tender Discount would have been 0.6% (being the costs of the Tender Offer as a percentage of the Aggregate Gross Consideration);

o the Repurchase Price would have been US$0.5368 per Share (being a discount of 0.6% to the unaudited NAV of US$0.54 per Share, expressed to four decimal places in US cents); and

o the Repurchase Price would have represented a premium of 22.0% to the mid-market closing price per Share of US$0.44 on 22 January 2013 (the latest practicable date prior to the date of this document).

·; Shareholders who validly tender a number of Shares that is less than or equal to their Basic Entitlement will have their tenders satisfied in full (subject to the Tender Offer not having lapsed or been terminated) (the number of Shares subject to such tenders being the "Satisfied Tenders"). 

·; Shareholders taking advantage of the Excess Application Facility who validly tender a number of Shares that is higher than their Basic Entitlement (such Shareholder being an "Excess Tender Shareholder" and the number of Shares subject to such tenders being the "Excess Tenders") will (subject to the Tender Offer not having lapsed or been terminated) have their tenders either:

o satisfied in full if the aggregate of the Excess Tenders is less than or equal to the Maximum Tender less the aggregate of the Satisfied Tenders; or

o satisfied to the level of their Basic Entitlements plus such number of Shares as is derived from the application of the formula set out in paragraph 1.4.8 of Part III of this document.

Please refer to paragraph 1.4.9 of Part III for a worked example of this formula.

General

The Tender Offer is being made by Numis Securities. Subject as referred to above, Numis Securities will purchase the Shares tendered as principal and, following the completion of all those purchases, sell the tendered Shares on to the Company at the Repurchase Price pursuant to the terms of the Repurchase Agreement. Those Shares which the Company acquires from Numis Securities will be cancelled. All transactions will be carried out on the London Stock Exchange.

Shareholders' attention is drawn to the letter from Numis Securities set out in Part II of this document and to Part III of this document which, together with the accompanying Tender Form, constitute the terms and conditions of the Tender Offer. Details of how to tender Shares can be found in paragraph 4 of Part III of this document.

Repurchase Price

The Company has already realised a portion of the Company's public equity portfolio to meet the cash requirements of the Tender Offer. The Repurchase Price payable to Numis Securities will be calculated by reference to (i) the unaudited Net Asset Value per Share as at 31 January 2013 less (ii) the costs of the Tender Offer per Repurchased Share. As a result, the costs associated with the Tender Offer will be borne by only those Shareholders that elect for the Tender Offer, not all Shareholders.

Further details of the Repurchase Price are set out in paragraph 3 of Part III of this document.

Conditions of the Tender Offer

The Tender Offer is subject to the Conditions set out in paragraph 2 of Part III of this document.

4 Overseas Persons and Excluded Shareholders

Before participating in the Tender Offer, Shareholders with an address outside the United Kingdom or who are resident outside the United Kingdom should satisfy themselves that they are lawfully entitled to participate in the Tender Offer and should ensure full observance of the laws of any relevant territory in connection therewith (including obtaining any requisite consents, observing any other applicable formalities and paying any taxes required to be paid in such territory). Tender Forms will not be sent to Excluded Shareholders and the Tender Offer may not be accepted from within the United States, Australia, Canada, Japan, New Zealand, the Republic of South Africa or any other Excluded Territory.

Shareholders with registered or mailing address overseas or who are citizens of, or nationals of, or residents in, a jurisdiction other than the United Kingdom should read paragraph 9 of Part III of this document.

5 Taxation

Shareholders who sell their Shares in the Tender Offer may, depending on their individual circumstances and subject to the availability of any exemption or relief, incur a liability to taxation.

The attention of Shareholders is drawn to Part IV of this document, which sets out a general guide to certain aspects of UK taxation law and HMRC published practice. This information is a general guide and is not exhaustive. Shareholders should seek advice in relation to their own specific circumstances.

Shareholders who are in any doubt as to their tax position should consult an appropriate professional adviser.

6 Action to be taken

Shareholders who hold their Eligible Shares in certificated form and who wish to participate in the Tender Offer should complete the Tender Form in accordance with the instructions set out therein and return the completed Tender Form by post or by hand (during normal business hours only) to the Receiving Agent, Computershare, Corporate Actions Projects, Bristol BS99 6AH, by no later than 1.00 p.m. on 18 February 2013, and they should also return the share certificate(s) and/or other documents of title in respect of Eligible Shares tendered, as described in paragraph 4.2.1 of Part III of this document.

Shareholders who hold their Eligible Shares in uncertificated form (that is, in CREST) and who wish to participate in the Tender Offer should take the appropriate action in CREST to tender their Eligible Shares and should arrange for the relevant Eligible Shares to be transferred to escrow by no later than 1.00 p.m. on 18 February 2013, as described in paragraph 4.2.2 of Part III of this document.

Shareholders are not obliged to tender any Shares under the Tender Offer and, if they do not wish to participate in the Tender Offer, Shareholders should take no action and should not complete or return their Tender Form or tender their Eligible Shares through CREST.

7 General

The extent to which Shareholders participate in the Tender Offer is a matter for each Shareholder to decide, and will be influenced by their own individual financial and tax circumstances and their investment objectives. Shareholders should seek advice from their own independent financial adviser authorised under FSMA.

8 Recommendation

The Board, which has received advice from Numis Securities, considers that the Tender Offer is in the best interests of Shareholders as a whole.

Each of myself, Richard Horlick, Bob Brown and Terry Mahony, being Directors who hold in aggregate beneficial interests in 18,529,885 Shares, representing 10.94% of the issued share capital of the Company, intend to tender up to their Basic Entitlement in respect of the Eligible Shares in which they are beneficially interested for purchase under the Tender Offer, and will be entitled to participate in the Excess Application Facility.

Yours faithfully,

 Philip LambertNon-executive Chairman

PART IILETTER FROM NUMIS SECURITIES

Numis Securities LtdThe London Stock ExchangeBuilding10 Paternoster SquareLondon EC4M 7LT

To: Shareholders in Tau Capital PLC

23 January 2013

Dear Sir or Madam

Tender Offer by Numis Securities Limited to purchase ordinary shares of Tau Capital PLC at the Repurchase Price for an aggregate gross consideration of up to US$33,000,000

1. Tender Offer

As explained in the letter from your Chairman in Part I of this document, Shareholders are being given the opportunity to tender some or all of their Eligible Shares for purchase under the Tender Offer on the basis set out below and in Part III of this document. The purpose of this letter is to set out the principal terms and conditions of the Tender Offer.

Numis Securities hereby invites Shareholders on the Register on the Record Date (other than Excluded Shareholders) to tender Eligible Shares for purchase by Numis Securities for cash at a price per Share equal to the unaudited Net Asset Value per Share as at 31 January 2013 (less the costs of the Tender Offer).

Numis Securities will determine the number of Shares it will purchase on the basis of valid tenders received, as determined following the Closing Date. All Shares repurchased will be repurchased at the Repurchase Price. Numis Securities will purchase Shares for up to the Aggregate Gross Consideration.

The Tender Offer is made on the terms and subject to the Conditions set out in Part III of this document and the accompanying Tender Form, and those terms and conditions are deemed to be incorporated herein and form part of the Tender Offer.

Shareholders are not obliged to tender any Shares under the Tender Offer and, if they do not wish to participate in the Tender Offer, Shareholders should take no action and should not complete or return their Tender Form or tender their Eligible Shares through CREST.

2. Key Elements of the Tender Offer

The key elements of the Tender Offer are as follows:

·; Numis Securities is inviting Shareholders to tender Shares for an aggregate gross consideration of up to US$33,000,000 at the Repurchase Price.

·; Each Shareholder shall be entitled to have Numis Securities repurchase the Basic Entitlement, being the percentage which the total number of Eligible Shares capable of being purchased under the Tender Offer represents of the entire issued share capital of the Company (rounded down to the nearest whole number of Shares). Shareholders will, however, be entitled to tender a number of Shares held by them at the Record Date for purchase under the Tender Offer, but tenders in excess of the Basic Entitlement will only be satisfied, on a pro rata basis, to the extent that other Shareholders tender less than their Basic Entitlement. Tenders will be rounded down to the nearest whole number of Shares.

·; Shareholders (other than Excluded Shareholders) are invited to tender any or all of their Shares specifying the number of Shares that they are prepared to tender to Numis Securities for purchase at the Repurchase Price. 

·; Tendering Shareholders will bear the costs of the Tender Offer through the application of the Tender Discount. The Tender Discount will be equal to the Tender Costs as a percentage of the Aggregate Gross Consideration.

·; The Repurchase Price will be an amount equal to the NAV per Share as at 31 January 2013 less the Tender Discount.

·; The maximum aggregate number of Shares the subject of the Tender Offer will be a number equal to the Aggregate Gross Consideration divided by the Repurchase Price, rounded down to the nearest whole number of Shares. 

·; Shareholders who validly tender a number of Shares that is less than or equal to their Basic Entitlement will have their tenders satisfied in full (subject to the Tender Offer not having lapsed or been terminated). 

·; Shareholders taking advantage of the Excess Application Facility who validly tender a number of Shares that is higher than their Basic Entitlement will (subject to the Tender Offer not having lapsed or been terminated) have their tenders either:

o satisfied in full if the aggregate of the Excess Tenders is less than or equal to the Maximum Tender less the aggregate of the Satisfied Tenders; or

o satisfied to the level of their Basic Entitlements plus such number of Shares as is derived from the application of the formula set out in paragraph 1.4.8 of Part III of this document.

● Eligible Shares will be acquired by Numis Securities as principal and subsequently repurchased by the Company.

● The Tender Offer will only be open to Shareholders (other than Excluded Shareholders) on the Register at the close of business on 29 January 2013 (the "Record Date") in respect of their Eligible Shares.

3. Conditions of the Offer

The Tender Offer will not proceed unless it becomes unconditional. The Tender Offer is conditional on the following:

·; the Repurchase Agreement having been entered into, and Numis Securities having received payment from the Company in respect of the Repurchase Price for the Repurchased Shares;

·; the Board, in its absolute discretion, concluding that, immediately following the acquisition by the Company of the Repurchased Shares pursuant to the Repurchase Agreement, the Company will satisfy the Solvency Test (as defined in section 49 of the Companies Act); and

·; Numis Securities being reasonably satisfied that it can acquire the legal and beneficial title to any Shares tendered absolutely and not subject to any Encumbrance.

Numis Securities will not purchase (or enter into any commitment or contract to purchase) any Eligible Shares pursuant to the Tender Offer unless the Conditions have been satisfied in full (or, where applicable, waived). If the Conditions are not satisfied (or, where applicable, waived) prior to the close of business on 18 February 2013, the Company may postpone the completion of the Tender Offer until no later than 4 March 2013, after which time the Tender Offer, if not then completed, will lapse.

4. Procedure for Tendering Shares

Shareholders (other than Excluded Shareholders) who hold their Shares in certificated form and who wish to tender their Eligible Shares should complete the Tender Form in accordance with the instructions set out therein and return the completed Tender Form by post or by hand (during normal business hours only) to Computershare, Corporate Actions Projects, Bristol BS99 6AH so as to be received as soon as possible and, in any event, not later than 1.00 p.m. on 18 February 2013, and they should also return the share certificate(s) and/or other documents of title in respect of the Eligible Shares tendered, as described in paragraph 4.2.1 of Part III of this document.

Shareholders (other than Excluded Shareholders) who hold their Shares in uncertificated form (that is, in CREST) and who wish to participate in the Tender Offer should take the appropriate action in CREST to tender their Eligible Shares and should arrange for the relevant Eligible Shares to be transferred to escrow no later than 1.00 p.m. on 18 February 2013, as described in paragraph 4.2.2 of Part III of this document.

Shareholders (other than Excluded Shareholders) should note that, once tendered, Eligible Shares may not be sold, transferred, charged, lent or otherwise disposed of.

Although the Tender Form must be returned by 1.00 p.m. on 18 February 2013 and the escrow arrangements for uncertificated tender Shares should be in place by the same time, the purchase of any Eligible Shares by Numis Securities will not be effected until on or about 27 February 2013. Upon having returned a Tender Form, or tendered Eligible Shares through CREST, a Shareholder is deemed to accept that such a tender application may not be withdrawn or cancelled at any time, save with the consent of the Company.

Full details of the procedure for tendering are set out in Part III of this document and in the Tender Form.

5. Validity of Tenders

Tender Forms which are received by the Receiving Agent, or TTE Instructions which settle, after 1.00 p.m. on 18 February 2013, or which are incorrectly completed or not accompanied by all relevant documents or instructions, may be rejected and returned to Shareholders or their appointed agent, together with any accompanying share certificate(s) and/or other document(s) of title or a satisfactory indemnity in lieu thereof. However, Numis Securities reserves the right to treat as valid Tender Forms which are not entirely in order or which are not accompanied by all relevant documents (or a satisfactory indemnity in lieu thereof) and Numis Securities shall be entitled (in its sole discretion) to accept late Tender Forms or late transfers to escrow in CREST.

6. Excluded Shareholders and overseas Shareholders

The Tender Offer is not being made to Excluded Shareholders. Shareholders who are resident in, or citizens of, the United States, Australia, Canada, Japan, New Zealand, the Republic of South Africa or any other Excluded Territory are excluded from the Tender Offer to avoid breaching local laws relating to the implementation of the Tender Offer. Accordingly, copies of this document, the personalised Tender Form and any related documents are not being and must not be mailed or otherwise distributed in or into the United States, Australia, Canada, Japan, New Zealand, the Republic of South Africa or any other Excluded Territory.

Shareholders who are not Excluded Shareholders but who have a registered or mailing address outside the United Kingdom or who are citizens or nationals of, or resident in, a jurisdiction other than the United Kingdom should read paragraph 9 of Part III of this document and the relevant provisions of the Tender Form.

7. Postponement of the Tender Offer

The Tender Offer may be postponed in the circumstances described in paragraph 2 of Part III of this document and in certain circumstances set out in the Repurchase Agreement.

8. Settlement

Subject to the Tender Offer becoming unconditional, the distribution proceeds are expected to be despatched (by cheque or by payment through CREST, as appropriate, in US$) on or around 27 February 2013 or as soon as practicable thereafter as described in paragraph 5 of Part III of this document, subject to any postponement in the circumstances described in paragraph 2 of Part III of this document.

9. Further Information

Your attention is drawn to the information contained in the rest of this document including, in particular, the terms and conditions of the Tender Offer set out in Part III of this document.

Yours faithfully,

Nick WestlakeDirector, Corporate FinanceNumis Securities Limited

PART IIITERMS AND CONDITIONS OF THE TENDER OFFER

1 The Tender Offer

1.1 All Shareholders on the Register on the Record Date (other than Excluded Shareholders) may tender Eligible Shares for purchase by Numis Securities at the Repurchase Price on the terms and subject to the conditions set out in this document and, in the case of Shareholders, who hold their Shares in certified form, the accompanying Tender Form (which together with this document, constitutes the Tender Offer). Shareholders are not obliged to tender any Eligible Shares under the Tender Offer.

1.2 Shareholders are not obliged to tender any Shares under the Tender Offer and, if they do not wish to participate in the Tender Offer, Shareholders should take no action and should not complete or return their Tender Form or tender their Eligible Shares through CREST.

1.3 The consideration for each tendered Eligible Share acquired by Numis Securities pursuant to the Tender Offer will be paid in accordance with the settlement procedures set out in paragraph 5 below.

1.4 Upon the Tender Offer becoming unconditional and unless the Tender Offer has been (and remains) suspended or has lapsed in accordance with the provisions of paragraph 2 below, Numis Securities will accept the offers of Shareholders validly made in accordance with this Part III, subject as explained below, on the following basis:

1.4.1 Shareholders (other than Excluded Shareholders) are invited to tender any or all of their Shares by returning a Tender Form specifying the number of Shares that they are prepared to tender to Numis Securities for purchase. If the Shares are held through CREST, Shareholders (other than Excluded Shareholders) should submit the relevant TTE Instruction instead.

1.4.2 On the Purchase Date, provided that the Tender Offer has become unconditional and unless the Tender Offer has been postponed or terminated in accordance with the provisions of paragraph 2 below, Numis Securities will accept tenders of Shares validly made in accordance with this Part III.

1.4.3 Numis Securities will determine the Repurchase Price and how many Shares it will purchase from each Shareholder on the basis of the Tender Forms (for Shares held in certificated form), and the TTE Instructions (for Shares held in uncertificated form). 

1.4.4 All Shares purchased by Numis Securities will be purchased at the Repurchase Price. 

1.4.5 Shareholders having Shares purchased under the Tender Offer will each bear a proportion of the Tender Costs through the application of the Tender Discount.

1.4.6 The Repurchase Price will be the NAV per Share as at 31 January 2013 less the Tender Discount. The maximum aggregate number of Shares subject to the Tender Offer (the "Maximum Tender") will be a number equal to the Aggregate Gross Consideration divided by the NAV per Share as at 31 January 2013, rounded down to the nearest whole number of Shares. Each Shareholder shall be entitled to have Numis Securities repurchase a certain percentage of his holding of Shares (the "Basic Entitlement"). The Basic Entitlement shall represent the same percentage of the Shareholder's holding of Shares as the Maximum Tender represents of the entire issued share capital of the Company (rounded down to the nearest whole number of Shares).

1.4.7 Shareholders who validly tender a percentage of their Shareholding that is less than or equal to their Basic Entitlement will have their tenders satisfied in full (subject to the Tender Offer not having lapsed or been terminated), with the number of Shares subject to such tenders being the "Satisfied Tenders". 

1.4.8 Shareholders taking advantage of the Excess Application Facility who validly tender a number of Shares that is higher than their Basic Entitlement (such Shareholder being an "Excess Tender Shareholder" and the number of Shares subject to such tenders being the "Excess Tenders") will (subject to the Tender Offer not having lapsed or been terminated) have their tenders either:

(a) satisfied in full if the aggregate of the Excess Tenders is less than or equal to the Maximum Tender less the aggregate of the Satisfied Tenders; or

(b) satisfied to the level of their Basic Entitlements plus such number of Shares as is derived from the application of the following formula (rounded down to the nearest whole Share):

Where:

A = the number of Shares tendered by such Excess Shareholder less their Basic Entitlement;

B = the Maximum Tender;

C = the aggregate of the Satisfied Tenders;

D = the aggregate of the Basic Entitlements of the Excess Tender Shareholders; and

E = the aggregate of the Excess Tenders less the aggregate of the Basic Entitlements of the Excess Tender Shareholders.

1.4.9 By way of example, if the Company were to have 1,000 Shares in issue and the Maximum Tender were 100 Shares, the Basic Entitlement of each Shareholder would be 100/1,000 or 10 per cent.

If there were five Shareholders, each with a holding of 200 Shares, each would have a Basic Entitlement of 20 Shares.

If:

·; one Shareholder were to tender no Shares ("Shareholder Z");

·; one Shareholder were to tender 5 Shares ("Shareholder Y");

·; one Shareholder were to tender 20 Shares ("Shareholder X");

·; one Shareholder were to tender 100 Shares ("Shareholder W"); and

·; one Shareholder were to tender 150 Shares ("Shareholder V"),

then:

·; Shareholder Z would have no Shares purchased by Numis Securities;

·; the tenders of Shareholders Y and X would all fall within each Shareholder's Basic Entitlement and all of the Shares so tendered would be purchased by Numis Securities. The Satisfied Tenders would therefore be (1 x 5 Shares) + (1 x 20 Shares) = 25 Shares; and

·; the tenders of Shareholders W and V would be Excess Tenders and Shareholders W and V would be Excess Tender Shareholders. The Basic Entitlements of each of the Excess Tender Shareholders would be purchased by Numis Securities, being in aggregate 2 x 20 Shares = 40 Shares. Shareholders X and W would also have the Shares they tendered in excess of their Basic Entitlements (being, respectively, 80 Shares and 130 Shares) purchased by Numis Securities according to the application of the formula as follows:

Shareholder W:

Shareholder W would therefore have a total of 33 Shares purchased by Numis Securities.

Shareholder V:

Shareholder V would therefore have a total of 41 Shares purchased by Numis Securities.

In this example, Numis Securities would purchase a total of 99 Shares (which is less than the Maximum Tender as a result of rounding).

2 Conditions

2.1 The Tender Offer is conditional on the following (together the "Conditions"):

2.1.1 the Repurchase Agreement having been entered into, and Numis Securities having received payment from the Company in respect of the Repurchase Price for the Repurchased Shares;

2.1.2 the Board, in its absolute discretion, concluding that, immediately following the acquisition by the Company of the Repurchased Shares pursuant to the Repurchase Agreement, the Company will satisfy the solvency test (as defined in section 49 of the Companies Act); and

2.1.3 Numis Securities being reasonably satisfied that it can acquire the legal and beneficial title to any Shares tendered absolutely and not subject to any Encumbrance.

2.2 Numis Securities will not purchase (or enter into any commitment or contract to purchase) any Eligible Shares pursuant to the Tender Offer unless the Conditions have been satisfied in full (or, where applicable, waived). If the Conditions are not satisfied (or, where applicable, waived) prior to the close of business on 18 February 2013, the Company may postpone the completion of the Tender Offer until no later than 4 March 2013, after which time the Tender Offer, if not then completed, will lapse.

3 The Repurchase Price

3.1 The Repurchase Price will be calculated as follows:

3.1.1 The Company will calculate its unaudited Net Asset Value as at 31 January 2013 2013 which, for the purposes of the Tender Offer, shall mean the value of all the assets less all the liabilities of the Company. For this purpose all assets and liabilities will be taken into account in accordance with IFRS and, subject thereto, consistently with the accounting policies of the Company in its audited accounts for the year ended 31 December 2011.

3.1.2 Notwithstanding the foregoing, the Directors may in their absolute discretion permit an alternative method of valuation to be used if they consider that such valuation better reflects the fair value of any asset or liability.

3.1.3 No party shall be under liability by reason of the fact that a price reasonably believed to be the appropriate price for any quoted or unquoted investment may be found subsequently not to be such.

3.1.4 The resulting Net Asset Value, calculated in accordance with paragraph 3.1.1 above, shall be divided by the total number of Shares in issue as at 31 January 2013 (resulting in the Net Asset Value per Share). 

3.1.5 The Net Asset Value per Share shall then have deducted from it the expenses of the Tender Offer through the application of the Tender Discount. The Tender Discount will be equal to the Tender Costs as a percentage of the Aggregate Gross Consideration.

3.2 The Repurchase Price will be the US$ amount resulting from the application of paragraph 3.1 in this Part III which will then be divided by the total number of Repurchased Shares and expressed in US cents to four decimal places with 0.00005 cents being rounded upwards.

4 Procedure for Tendering Shares

4.1 Completion of Tender Forms

4.1.1 To tender Eligible Shares, Shareholders who hold their Eligible Shares in certificated form must complete, sign and return the accompanying Tender Form in accordance with this paragraph 4 and the instructions printed on the Tender Form to Computershare, Corporate Actions Projects, Bristol BS99 6AH, which shall be deemed to form part of the Tender Offer.

4.1.2 By signing and returning the Tender Form, Shareholders will be deemed to have appointed Computershare Investor Services PLC as their agent in respect of the purchase of Eligible Shares by Numis Securities. Numis Securities will issue a contract note to Computershare Investor Services PLC on behalf of all Shareholders whose Eligible Shares are so purchased and will remit the cash consideration in accordance with instructions that such consideration be remitted to Shareholders in accordance with the instructions set out in the Tender Form.

4.1.3 Shareholders should complete separate Tender Forms for Shares held in certificated form but under different designations.

4.1.4 Shareholders who hold their Eligible Shares in uncertificated form (that is, in CREST), may only tender such Eligible Shares by TTE Instruction in accordance with the procedures set out in paragraph 4.2.2 below and, if those Eligible Shares are held under different member account IDs, a separate TTE Instruction should be sent for each member account ID.

4.2 Return of Tender Forms

4.2.1 Shares held in certificated form (that is, not in CREST)

The completed and signed Tender Form should be sent to be received by post or by hand (only during normal business hours) at the offices of the Receiving Agent, Computershare, Corporate Actions Projects, Bristol BS99 6AH, as soon as possible and, in any event, so as to be received not later than 1.00 p.m. on 18 February 2013. No Tender Forms received after that time will be accepted. No acknowledgement of receipt of documents will be given. Any Tender Form received in an envelope postmarked from in the United States, Australia, Canada, Japan, New Zealand, the Republic of South Africa or any other Excluded Territory or otherwise appearing to Numis Securities or its agents to have been sent from any of Excluded Territory may be rejected as an invalid tender. Further provisions relating to Excluded Shareholders are contained in paragraph 9 of this Part III.

The completed and signed Tender Form should be accompanied by the relevant Share certificate(s) and/or other document(s) of title. If share certificate(s) and/or other document(s) of title are not readily available (for example, if they are with a stockbroker, bank or other agent) or are lost, the Tender Form should nevertheless be completed, signed and returned as described above so as to be received by Computershare Investor Services PLC not later than 1.00 p.m. on 18 February 2013 together with any share certificate(s) and/or other document(s) of title that may be available, accompanied by a letter stating that the remaining share certificate(s) and/or other document(s) of title will be forwarded as soon as possible thereafter and, in any event, not later than 1.00 p.m. on 18 February 2013.

Shareholders who have lost their share certificate(s) and/or other document(s) of title should write to IOMA Fund and Investment Management Limited, IOMA House, Hope Street, Douglas IM1 1AP, for a letter of indemnity in respect of the lost share certificate(s) which, when completed in accordance with the instructions given, should be returned to Computershare Investor Services PLC at the address referred to at the beginning of this paragraph 4.2.1 so as to be received not later than 1.00 p.m. on 18 February 2013.

4.2.2 Shares held in uncertificated form (that is, in CREST)

If the Eligible Shares which a Shareholder wishes to tender are held in uncertificated form, the Shareholder should take (or procure to be taken) the action set out below to transfer (by means of a TTE Instruction) the number of Eligible Shares which they wish to tender under the Tender Offer to an escrow balance, specifying Computershare Investor Services PLC (in its capacity as a CREST escrow agent under its participant ID referred to below) as the escrow agent, as soon as possible and, in any event, so that the TTE Instruction settles no later than 1.00 p.m. on 18 February 2013.

If a Shareholder is a CREST sponsored member, they should refer to their CREST sponsor before taking any action. A Shareholder's CREST sponsor will be able to confirm details of such Shareholder's participant ID and the member account ID under which the Eligible Shares are held. In addition, only a Shareholder's CREST sponsor will be able to send the TTE Instruction to CREST in relation to the Shares which they wish to tender.

Shareholders should send (or, if they are a CREST sponsored member procure that their CREST sponsor sends) a TTE Instruction to Euroclear which must be properly authenticated in accordance with Euroclear's specification and which must contain, in addition to other information that is required for the TTE Instruction to settle in CREST, the following details:

● the number of Eligible Shares to be transferred to an escrow balance;

● the Shareholder's member account ID;

● the Shareholder's participant ID;

● the participant ID of the escrow agent, Computershare Investor Services PLC, in its capacity as a CREST receiving agent. This is 3RA34;

● the member account ID of the escrow agent, Computershare Investor Services PLC. This is TAUNSL01;

● the corporate action number for the Tender Offer. This is allocated by Euroclear and can be found by viewing the relevant corporate action details in CREST;

● a contact name and telephone number in the shared note field on the TTE Instruction;

● the intended Settlement Date for the transfer to escrow. This should be as soon as possible and, in any event, not later than 1.00 p.m. on 18 February 2013;

● the corporate action ISIN of the Shares. This is IM00B1VVFG94; and

● input with standard TTE delivery instruction priority of 80.

After settlement of the TTE Instruction, a Shareholder will not be able to access the Shares concerned in CREST for any transaction or for charging purposes, notwithstanding they will be held by Computershare Investor Services PLC as escrow agent until completion or lapsing of the Tender Offer. If the Tender Offer becomes unconditional, Computershare Investor Services PLC will transfer the Shares which are accepted for purchase by Numis Securities to itself and then transfer to Numis Securities (or its nominee).

Shareholders are recommended to refer to the CREST manual for further information on the CREST procedures outlined above.

Shareholders should note that Euroclear does not make available special procedures, in CREST, for any particular corporate action. Normal system timings and limitations will, therefore, apply in connection with a TTE Instruction and its settlement. Shareholders should therefore ensure that all necessary action is taken by them (or by their CREST sponsor) to enable a TTE Instruction relating to the Eligible Shares to settle prior to 1.00 p.m. on 18 February 2013. Shareholders are referred in particular to those sections of the CREST manual concerning practical limitations of the CREST system and timings.

An appropriate announcement will be made if any of the details contained in this paragraph 4.2 are altered.

4.3 Deposits of Shares into, and withdrawals of Shares from, CREST

Normal CREST procedures (including timings) apply in relation to any Shares that are, or are to be, converted from uncertificated to certificated form, or from certificated to uncertificated form, during the course of the Tender Offer (whether such conversion arises as a result of a transfer of Shares or otherwise). Shareholders who are proposing to convert any such Shares are recommended to ensure that the conversion procedures are implemented in sufficient time to enable the person holding or acquiring the Shares as a result of the conversion to take all necessary steps in connection with such person's participation in the Tender Offer (in particular, as regards delivery of Share certificates and/or other documents of title or transfers to an escrow balance as described above) prior to 1.00 p.m. on 18 February 2013.

4.4 Validity of Tender Forms

Notwithstanding the powers in this paragraph 4.4, Numis Securities reserves the right to treat as valid (in the case of Eligible Shares held in certificated form) Tender Forms which are not received entirely in order or which are not accompanied by the relevant Share certificate(s) and/or other document(s) of title or a satisfactory indemnity in lieu thereof or (in the case of Eligible Shares held in uncertificated form) by the relevant TTE Instruction, in each case in respect of the entire number of Eligible Shares tendered.

Notwithstanding the completion of a valid Tender Form, the Tender Offer may be suspended or lapse in accordance with the Terms and Conditions set out in this Part III.

The decision of Numis Securities as to which Eligible Shares have been validly tendered shall be conclusive and binding on all Shareholders.

If a Shareholder is in any doubt as to how to complete the Tender Form or as to the procedure for tendering Shares, they should contact Computershare Investor Services PLC by telephone on 0870 707 4040 or, if telephoning from outside the UK, on +44 870 707 4040. Calls are charged at approximately 8 pence per minute (including VAT) plus any applicable service providers' network extras. Calls from outside the UK are charged at applicable international rates. Different charges may apply to calls made from mobile telephones and calls may be recorded and monitored randomly for security and training purposes. Lines are open from 9.00 a.m. to 5.00 p.m., Monday to Friday. Computershare Investor Services PLC cannot provide advice on the merits of the Tender Offer nor give any financial legal or tax advice.

If Shareholders are in any doubt about what action to take they should seek their own personal financial advice from their independent financial adviser, stockbroker, solicitor, accountant, bank manager or from an appropriately qualified independent adviser authorised pursuant to the FSMA.  Shareholders are reminded that, if they are a CREST sponsored member, they should contact their CREST sponsor.

5 Tender Offer Settlement

5.1 Settlement of the consideration to which any Shareholder is entitled pursuant to valid tenders accepted by Numis Securities is expected to be made as follows:

5.1.1 Shares held in certificated form (that is, not in CREST)

Where an accepted tender relates to Eligible Shares held in certificated form, cheques for the consideration due will be despatched by Computershare Investor Services PLC by first class post to the person or agent whose name and address (outside the United States, Australia, Canada, South Africa or Japan) is set out in Box 1 of the Tender Form or, if none is set out, to the registered address of the tendering Shareholder or, in the case of joint holders, the address of the first named. All cash payments will be made in US$ by cheque drawn from a branch of a UK bank. The Company may, at its discretion, settle Shares tendered in certificated form in such manner as it considers appropriate.

5.1.2 Shares held in uncertificated form (that is, in CREST)

Where an accepted tender relates to Eligible Shares held in uncertificated form in CREST, the consideration due will be paid in US$ by means of a CREST payment obligation in favour of the tendering Shareholder's payment bank in accordance with the CREST payment arrangements.

5.2 If only part of a holding of Eligible Shares is sold pursuant to the Tender Offer or if, because of scaling back, any tendered Eligible Shares in excess of a Shareholder's Basic Entitlement are not purchased pursuant to the terms of the Tender Offer:

5.2.1 where the Eligible Shares are held in certificated form, the relevant Shareholder will be entitled to receive a certificate in respect of the balance of the unsold Shares; or

5.2.2 where the Eligible Shares are held in uncertificated form, the unsold Shares will be transferred by the escrow agent to the original available balance from which those Shares came.

6 Representations and Warranties

Each Shareholder by whom, or on whose behalf, a Tender Form or TTE Instruction (as applicable) is executed or made irrevocably undertakes, represents, warrants and agrees to and with Numis Securities (for itself and as agent for the Company) (so as to bind him, his personal representatives, heirs, successors and assigns) that:

(a) the execution of the Tender Form and/or the input of the TTE Instruction shall constitute an offer to sell to Numis Securities such number of Eligible Shares set out therein on and subject to the terms and conditions set out or referred to in this document (and, in the case of certificated Eligible Shares, the Tender Form) and that, once lodged, such offer shall be irrevocable;

(b) such Shareholder has full power and authority to tender, sell, assign or transfer the Eligible Shares in respect of which such offer is accepted (together with all rights attaching thereto) and, when the same are purchased, Numis Securities will acquire such Eligible Shares fully paid and free from all liens, charges, encumbrances, equitable interests, rights of pre-emption or other third party rights of any nature and together with all rights attaching thereto, on or after 1.00 p.m. on the Closing Date, including the right to receive all dividends and other distributions declared, paid or made after that date;

(c) such Shareholder held the Shares tendered on the Record Date;

(d) the execution of the Tender Form will, subject to the Tender Offer becoming unconditional, constitute the irrevocable appointment of any director or officer of Numis Securities as such Shareholder's attorney and/or agent ("attorney"), and an irrevocable instruction to the attorney to complete and execute all or any instruments of transfer and/or other documents at the attorney's discretion in relation to the Eligible Shares referred to in sub-paragraph (a) above in favour of Numis Securities and to deliver such instrument(s) of transfer and/or other documents at the discretion of the attorney, together with any share certificate(s) and / or other document(s) relating to such Eligible Shares, for registration within six months of the Tender Offer becoming unconditional and to do all such other acts and things as may in the opinion of such attorney be necessary or expedient for the purpose of, or in connection with, the Tender Offer and to vest in Numis Securities or its nominee(s) such Eligible Shares;

(e) the input of the TTE Instruction constitutes the irrevocable appointment of Computershare Investor Services PLC, acting as the receiving agent, as escrow agent for the Tender Offer (the "attorney") and an irrevocable instruction and authority to the attorney to (i) subject to the Tender Offer becoming unconditional, transfer to itself and then transfer to Numis Securities (or to such other person as Numis Securities may direct) by means of CREST any of the Relevant Shares in respect of which the Tender Offer has been accepted, or (ii) if the Tender Offer does not become unconditional and lapses or has been terminated, or there are Eligible Shares which have not been accepted under the Tender Offer, give instructions to Euroclear, as promptly as practicable after the lapsing of the Tender Offer, to transfer all Relevant Shares to the original available balances from which those Eligible Shares came, and "Relevant Shares" for the purposes of this paragraph means Eligible Shares in uncertificated form and in respect of which a TTE Instruction pursuant to the procedure set out in this Part III has been sent;

(f) such Shareholder agrees to ratify and confirm each and every act or thing which may be done or effected by Computershare Investor Services PLC, by Numis Securities or any of its directors or any person nominated by Numis Securities in the proper exercise of his, her or its powers and/or authorities hereunder;

(g) such Shareholder holding Eligible Shares in certificated form will deliver to Computershare Investor Services PLC the share certificate(s) and/or other document(s) of title in respect of the Eligible Shares referred to in sub-paragraph (a) above, or an indemnity acceptable to Numis Securities in lieu thereof (please refer to paragraph 4.1 above), or will procure the delivery of such document(s) to such person as soon as possible thereafter and, in any event, not later than 1.00 p.m. on the Closing Date;

(h) such Shareholder holding Eligible Shares in uncertificated form (that is, in CREST) will take (or procure to be taken) the action set out in paragraph 4.2 above to transfer such Eligible Shares to an escrow balance as soon as possible and, in any event, not later than 1.00 p.m. on the Closing Date;

(i) the provisions of the Tender Form shall be deemed to be incorporated into the terms and conditions of the Tender Offer for Shareholders holding Eligible Shares in certificated form;

(j) such Shareholder shall do all such acts and things as shall be necessary or expedient and execute any additional documents deemed by Numis Securities to be desirable, in each case to complete the purchase of the Eligible Shares and/or to perfect any of the authorities expressed to be given hereunder;

(k) such Shareholder, if having an address, or resident outside the United Kingdom, (i) is not in the United States, Australia, Canada, Japan, New Zealand, the Republic of South Africa or any other Excluded Territory; (ii) has fully observed any applicable legal and regulatory requirements of the territory in which such Shareholder is resident or located and (iii) the invitation under the Tender Offer may lawfully be made to such Shareholder under the laws of the relevant jurisdiction;

(l) such Shareholder has not received or sent copies or originals of this document, the Tender Form or any related documents in, into or from the United States, Australia, Canada, Japan, New Zealand, the Republic of South Africa or any other Excluded Territory and has not otherwise utilised in connection with the Tender Offer, directly or indirectly, in or into, or by use of the mails or by any means or instrumentality (including, without limitation, the internet, facsimile transmission, telex and telephone) of interstate or foreign commerce, or any facility of a national securities exchange, of the United States, Australia, Canada, Japan, New Zealand, the Republic of South Africa or any other Excluded Territory and the Tender Form has not been mailed or otherwise sent in, into or from the United States, Australia, Canada, Japan, New Zealand, the Republic of South Africa or any other Excluded Territory;

(m) such Shareholder is not accepting the Tender Offer from the United States, Australia, Canada, Japan, New Zealand, the Republic of South Africa or any other Excluded Territory;

(n) on execution, the Tender Form takes effect as a deed;

(o) the execution of the Tender Form and/or TTE Instruction constitutes such Shareholder's submission to the jurisdiction of the courts of England in relation to all matters arising out of, or in connection with, the Tender Offer or the Tender Form; and

(p) despatch of cheques in respect of the Repurchase Price to a Shareholder at his registered address or such other address as is specified in the Tender Form or (as the case may be) the creation of a CREST payment in favour of such Shareholder's payment bank in accordance with the CREST procedures and timings as referred to in paragraph 4 above, will constitute a complete discharge by Numis Securities of its obligation to pay to such Shareholder the cash consideration to which he, she or it is entitled under the Tender Offer.

A reference in this paragraph 6 to a Shareholder includes a reference to the person or persons executing the Tender Form and, in the event of more than one person executing a Tender Form, the provisions of this paragraph will apply to them jointly and to each of them.

7 Additional Provisions

7.1 Eligible Shares acquired by Numis Securities as principal under the Tender Offer will be on-market purchases in accordance with the rules of the London Stock Exchange and the AIM Rules.

7.2 Eligible Shares sold by Shareholders pursuant to the Tender Offer will be acquired by Numis Securities, fully paid and free from all liens, charges, encumbrances, equitable interests, rights of pre-emption or other third party rights of any nature and together with all rights attaching thereto on or after the Closing Date, including the right to receive all dividends and other distributions declared, paid or made after that date.

7.3 Unless it has lapsed or been suspended in accordance with the provisions of this Part III, the Tender Offer will close at 1.00 p.m. on the Closing Date and no Tender Forms, share certificate(s) and/or document(s) of title or indemnities or TTE Instructions received after that time will be accepted. Numis Securities reserves the right to treat as valid Tender Forms which are not entirely in order or which are not accompanied by all relevant documents (or a satisfactory indemnity in lieu thereof) and Numis Securities shall be entitled (in its sole discretion) to accept late Tender Forms or late transfers to escrow in CREST.

7.4 Each Shareholder who tenders or procures the tender of Eligible Shares will thereby be deemed to have agreed that, in consideration of Numis Securities agreeing to process their tender, such Shareholder will not revoke his tender or withdraw his Eligible Shares. Shareholders should note that, once tendered, Eligible Shares may not be sold, transferred, charged or otherwise disposed of.

7.5 Any omission to despatch this document or the Tender Form or any notice required to be despatched under the terms of the Tender Offer to, or any failure to receive the same by, any person entitled to participate in the Tender Offer shall not invalidate the Tender Offer in any way or create any implication that the Tender Offer has not been made to any such person.

7.6 No acknowledgement of receipt of any Tender Form, share certificate(s) and/or other document(s) of title will be given. All communications, notices, certificates, documents of title and remittances to be delivered by or sent to, from or on behalf of Shareholders (or their designated agents) at their own risk.

7.7 All powers of attorney and authorities on the terms conferred by or referred to in this Part III or in the Tender Form are given by way of security for the performance of the obligations of the Shareholders concerned and are irrevocable in accordance with section 4 of the UK Powers of Attorney Act 1971.

7.8 All tenders must be made on the Tender Form, duly completed in accordance with the instructions set out therein which constitute part of the terms of the Tender Offer or by TTE Instruction (as applicable). A tender will only be valid when the procedures contained in these terms and conditions (and in the Tender Form, if applicable) are complied with. The Tender Offer and all tenders will be governed by and construed in accordance with English law. Execution and delivery or posting of a Tender Form or completion of a TTE Instruction will constitute submission to the jurisdiction of the English Courts. All communications in respect of the Tender Offer will be in the English language.

7.9 All documents and remittances sent by or to Shareholders will be sent at their own risk. If the Tender Offer does not become unconditional or is terminated, all documents lodged pursuant to the Tender Offer will be returned promptly by post, within 20 Business Days of the Tender Offer lapsing, to the person or agent whose name and address (outside the United States, Australia, Canada, South Africa or Japan) is set out in Box 1 of the Tender Form or, if none is set out, to the tendering Shareholder or, in the case of joint holders, the first named at their registered address. In the case of Eligible Shares held in uncertificated form, Computershare Investor Services PLC in its capacity as the escrow agent will, within 20 Business Days of the Tender Offer lapsing, give instructions to CREST to transfer all Eligible Shares held in escrow balances and in relation to which it is the escrow agent for the purposes of the Tender Offer by TFE Instruction to the original available balances from which those Eligible Shares came. In any of these circumstances, Tender Forms will cease to have any effect.

7.10 The instructions, terms, provisions and authorities contained in or deemed to be incorporated in the Tender Form shall constitute part of the terms of the Tender Offer.

7.11 Further copies of this document and the Tender Form may be obtained on request from Computershare Investor Services PLC.

7.12 The decision of Numis Securities as to which Eligible Shares have been successfully tendered shall be conclusive and binding on all Shareholders.

8 Miscellaneous

8.1 Any changes to the terms, or any suspension, extension or termination of the Tender Offer will be followed as promptly as practicable by a public announcement thereof no later than close of business on the Business Day following the date of such changes. Such announcement will be released to a Regulatory Information Service. References to the making of an announcement by the Company includes the release of an announcement on behalf of the Company by Numis Securities to the press and delivery of, by telephone or facsimile or other electronic transmission of, such announcement to a Regulatory Information Service.

8.2 Repurchased Shares purchased by Numis Securities pursuant to the Tender Offer will, following the completion of the Tender Offer, be acquired from Numis Securities by the Company on the London Stock Exchange pursuant to the Repurchase Agreement and will subsequently be cancelled.

8.3 Tendering Shareholders will not be obliged to pay brokerage fees, commissions or transfer taxes or stamp duty in the UK on the purchase by Numis Securities as principal of Eligible Shares pursuant to the Tender Offer.

8.4 Except as contained in this document, no person has been authorised to give any information or make any representations with respect to the Company, Numis Securities or the Tender Offer and, if given or made, such other information or representations should not be relied on as having been authorised by Numis Securities or the Company. Under no circumstances should the delivery of this document or the delivery of any consideration pursuant to the Tender Offer create any implication that there has been no change in the assets, properties, business or affairs of the Company since the date of this document.

8.5 Numis Securities reserves the absolute right to inspect (either itself or through its agents) all Tender Forms and may consider void and reject any Tender Form that does not, in Numis Securities' sole judgement (acting reasonably), meet the requirements of the Tender Offer. Numis Securities also reserves the absolute right to waive any defect or irregularity in the tender of any Eligible Shares, including any Tender Form (in whole or in part) which is not entirely in order or which is not accompanied by (in the case of Eligible Shares held in certificated form) the relevant share certificate(s) and/or other document(s) of title or an indemnity acceptable to Numis Securities in lieu thereof. In that event, the consideration under the Tender Offer will only be despatched when the Tender Form is entirely in order and the share certificate(s) and/or other document(s) of title or indemnities satisfactory to Numis Securities has/have been received. None of Numis Securities, the Company, the Registrars or any other person will be under any duty to give notification of any defects or irregularities in tenders or incur any liability for failure to give any such notification.

8.6 Without prejudice to the generality of paragraph 8.5 above, any discretion or determination by Numis Securities and/or the Company for the purposes of any paragraph of this Part III shall be final and binding on all of the Shareholders and none of Numis Securities, the Directors or the Company shall have any liability in relation thereto.

8.7 The provisions of the UK Contracts (Rights of Third Parties) Act 1999 do not apply to this document or the Tender Offer.

9 Overseas Persons and Excluded Shareholders

9.1 The making of the Tender Offer in, or to persons who are citizens or nationals of, or resident in, jurisdictions outside the United Kingdom or custodians, nominees or trustees for citizens, nationals or residents of jurisdictions outside the United Kingdom may be prohibited or affected by the laws of the relevant overseas jurisdiction. Shareholders who are citizens or nationals of, or resident in, such jurisdictions should inform themselves about and observe any applicable legal requirements. It is the responsibility of any such Shareholder wishing to tender Shares to satisfy themselves as to the full observance of the laws of the relevant jurisdiction in connection therewith, including the obtaining of any governmental, exchange control or other consents which may be required, the compliance with other necessary formalities and the payment of any transfer or other taxes or other requisite payments due in such jurisdiction. Any such Shareholder will be responsible for payment of any such transfer or other taxes or other requisite payments due by whomsoever payable and Numis Securities and/or the Company and any person acting on their behalf shall be fully indemnified and held harmless by such Shareholders for any such transfer or other taxes or other requisite payments such person may be required to pay. No steps have been taken to qualify the Tender Offer or to authorise the extending of the Tender Offer or the distribution of the Tender Forms in any territory outside the United Kingdom.

9.2 In particular, the Tender Offer is not being made directly or indirectly, in or into, or by use of the mails, or by any means or instrumentality (including, without limitation, electronically or telephonically) or interstate or foreign, commerce, or of any facility of a national securities exchange of, the United States, Australia, Canada, Japan, New Zealand, the Republic of South Africa or any other Excluded Territory and the Tender Offer cannot be accepted by any such use, means, instrumentality or facility or from within the United States, Australia, Canada, Japan, New Zealand, the Republic of South Africa or any other Excluded Territory.

9.3 Accordingly, copies of this document, the Tender Form and any related documents are not being and must not be mailed or otherwise distributed or sent in or into the United States, Australia, Canada, Japan, New Zealand, the Republic of South Africa or any other Excluded Territory including to Shareholders with registered addresses in the United States, Australia, Canada, Japan, New Zealand, the Republic of South Africa or any other Excluded Territory, or to persons whom Numis Securities knows to be custodians, nominees or trustees holding Shares for persons in the United States, Australia, Canada, Japan, New Zealand, the Republic of South Africa or any other Excluded Territory. Persons receiving such documents (including, without limitation, custodians, nominees and trustees) or wishing to accept the Tender Offer should not distribute or send them in or into or from the United States, Australia, Canada, Japan, New Zealand, the Republic of South Africa or any other Excluded Territory or use such mails or any such means, instrumentality or facility in connection with the Tender Offer, and so doing will render invalid any related purported acceptance of the Tender Offer. Envelopes containing Tender Forms should not be postmarked in the United States, Australia, Canada, Japan, New Zealand, the Republic of South Africa or any other Excluded Territory. All accepting Shareholders must provide addresses outside the United States, Australia, Canada, Japan, New Zealand, the Republic of South Africa or any other Excluded Territory for the remittance of cash or the return of documents lodged pursuant to the Tender Offer.

9.4 A Shareholder will be deemed not to have made a valid tender if:

9.4.1 such person is unable to make the representations and warranties set out in paragraph 6 of this Part III, or

9.4.2 such person has an address in the United States, Australia, Canada, Japan, New Zealand, the Republic of South Africa or any other Excluded Territory and such person does not insert where indicated on the Tender Form the name and address of a person or agent outside the United States, Australia, Canada, Japan, New Zealand, the Republic of South Africa or any other Excluded Territory to whom they wish the consideration to which they are entitled under the Tender Offer to be sent, subject to the provisions of this paragraph and the applicable laws; or

9.4.3 such person inserts on the Tender Form the name and address of a person or agent in the United States, Australia, Canada, Japan, New Zealand, the Republic of South Africa or any other Excluded Territory to whom they wish the consideration to which such person is entitled under the Tender Offer to be sent; or

9.4.4 the Tender Form received from such Shareholder is in an envelope postmarked in, or which otherwise appears to Numis Securities or its agents to have been sent from, the United States, Australia, Canada, Japan, New Zealand, the Republic of South Africa or any other Excluded Territory. Numis Securities reserves the right, in its absolute discretion, to investigate, in relation to any acceptance, whether the representations and warranties referred to in paragraph 6 above given by any Shareholder are correct and, if such investigation is undertaken and as a result Numis Securities determines (for any reason) that such representation and warranty is not correct, such acceptance shall not be valid.

9.5 If, in connection with making the Tender Offer, notwithstanding the restrictions described above, any person (including, without limitation, custodians, nominees and trustees), whether pursuant to a contractual or legal obligation or otherwise, forwards this document, a Tender Form or any related offering documents in, into or from the United States, Australia, Canada, Japan, New Zealand, the Republic of South Africa or any other Excluded Territory or uses the mails of, or any means or instrumentality (including, without limitation, electronically or telephonically) of interstate or foreign commerce or any facility of a national securities exchange of, the United States, Australia, Canada, Japan, New Zealand, the Republic of South Africa or any other Excluded Territory in connection with such forwarding, such persons should: (i) inform the recipient of such fact; (ii) explain to the recipient that such action may invalidate any purported acceptance by the recipient; and (iii) draw the attention of the recipient to this paragraph 9.

9.6 The provisions of this paragraph 9 and any other terms of the Tender Offer relating to Excluded Shareholders may be waived, varied or modified as regards specific Shareholders or on a general basis by Numis Securities in its absolute discretion but only if Numis Securities is satisfied that such waiver, variance or modification will not constitute or give rise to a breach of applicable securities or other legal or regulatory requirements.

9.7 The provisions of this paragraph 9 supersede any terms of the Tender Offer inconsistent herewith.

Shareholders resident or located outside the United Kingdom should inform themselves about and observe any applicable legal or regulatory requirements. The comments set out in this document are intended to be a general guide only and if any Shareholder is in any doubt about their position, they should consult their professional adviser in the relevant territory.

10 Modifications

The terms of the Tender Offer shall have effect subject to such non-material modifications or additions as the Company and Numis Securities may from time to time approve in writing. The times and dates referred to in this document may be amended by agreement between the Company and Numis Securities.

PART IVTAXATION

The following comments are intended only as a general guide to certain aspects of current UK tax law and HMRC published practice, which are subject to change at any time (potentially with retrospective effect). The comments do not constitute tax advice. They are of a general nature and (unless otherwise stated) only apply to certain Shareholders who are resident or ordinarily resident for tax purposes in the UK and who hold their Shares beneficially as an investment. They do not address the position of certain classes of Shareholders such as dealers in securities. The information relating to taxation set out below is based on the law and practice currently in force in the UK and is subject to change therein.

Subject to the following paragraph, a Shareholder who sells Eligible Shares in the Tender Offer should be treated, for the purposes of UK taxation, as though the Shareholder had sold them in the normal way to a third party. Accordingly, any such Shareholder who is UK resident may, depending on that Shareholder's personal circumstances, be subject to capital gains tax (or in the case of a corporate Shareholder, corporation tax on chargeable gains) in respect of any gain arising on such sale. Shareholders who are not resident or ordinarily resident in the UK for taxation purposes will not normally be liable to UK taxation on chargeable gains arising from the sale of their Shares unless those Shares are held through a UK branch, agency or permanent establishment, and the Shares have been used, held or acquired for the purposes of such branch, agency or permanent establishment, or trade carried through it, although they may be subject to foreign taxation depending on their personal circumstances.

Shareholders who are subject to tax in a jurisdiction other than the United Kingdom or who are in any doubt as to the potential tax consequences of selling their Eligible Shares in the Tender Offer are strongly recommended to consult an appropriate professional adviser without delay.

PART VADDITIONAL INFORMATION

1 Material contracts

Repurchase Agreement

On 23 January 2013, the Company entered into the Repurchase Agreement. Under the Repurchase Agreement, upon the Tender Offer becoming unconditional in accordance with its terms, Numis Securities has agreed to sell to the Company at the Repurchase Price, and the Company has agreed to purchase at the Repurchase Price, any Repurchased Shares. In consideration for Numis Securities agreeing to make the Tender Offer, the Company will pay to Numis Securities a commission of 0.4% of the aggregate value of the Repurchased Shares at the Repurchase Price.

Under the Repurchase Agreement, the Company represents to Numis Securities that the Tender Offer complies with the law and regulations in force in each jurisdiction in which the Tender Offer is to be made. So far as permitted by applicable law, the Company indemnifies Numis Securities against all liability of any nature in respect of claims made by Shareholders against Numis Securities unless such liability is determined to have arisen out of the bad faith, fraud, wilful default or gross negligence on the part of Numis Securities.

2 General

2.1 Numis Securities has given and not withdrawn its written consent to the issue of this document with its letter and with the references to its name in the form and context in which they are included.

2.2 Under Rule 9 of the City Code, any person or group of persons deemed to be acting in concert who acquires 30 per cent. or more of the voting shares of a company to which the City Code applies is normally required by the Panel to make a general offer to shareholders of that company to acquire their shares. Rule 9 of the City Code also provides that any person or group of persons deemed to be acting in concert who own between 30 per cent. and 50 per cent. of the voting shares of a company to which the City Code applies will be unable, without the Panel's consent, to acquire, either individually or together, any further voting rights in the company without being required to make a general offer to shareholders of that company to acquire their shares.

23 January 2013

DEFINITIONS

The following definitions apply throughout this document unless the context otherwise requires: